jeevan scientific technology limited · gopi krishna kilaru managing director ... m/s jeevan...

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Jeevan Scientific Technology Limited

BOARD OF DIRECTORS1. Vijay Kumar Annam Chairman (DIN No: 00124685)2. Krishna Kishore Kuchipudi Executive Vice Chairman

(DIN No: 00876539)3. Gopi Krishna Kilaru Managing Director

(DIN No: 02376561)4. Rajendra Prasad Muppavarapu Executive Director

(DIN No: 06781058)5. Vanaja Kuchipudi Director (DIN No: 01030437)6. Ravi Babu Thammareddy Director(DIN No: 01274099)7. Bhanu Prakash Gali Director (DIN No: 00375298)8. Vijay Vardhan Tatipaka Director (ceased to be director

from 10.08.2015)(DIN No: 00988980)

9. Raghav Beeram Executive Director(with effect from 07.05.2015)(DIN No: 07176417)

10. Sreerama Koteswara Rao Director (with effect fromSurapaneni 10.08.2015)

(DIN No: 00964290)

COMPLIANCE OFFICERGopi Krishna Kilaru Managing Director

COMPANY SECRETARYKamala Kumari Tamada (Resigned on 01.08.2015)

REGISTERED OFFICEPlot No. 1 & 2, Sai Krupa Enclave,Manikonda Jagir, Near Lanco Hills,Hyderabad 500 008

CORPORATE IDENTITY NUMBERCIN: L72200TG1999PLC031016

BANKERSThe Karur Vysya Bank Limited Oriental Bank of Commerce5-8-363 to 365, Chirag Ali Lane, Nampally Station Road,Abids, Hyderabad -500 001 Hyderabad 500 001

AUDITORSL N P & Co,Chartered AccountantsH.No.7-1-636/23, 2nd Floor,Sri Ganesh Nilayam, Model Colony,Near ESI, S.R. Nagar,Hyderabad- 500 038

CORPORATE INFORMATION

Seventeenth Annual Report 2014-2015

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State Bank Of India Andhra Bank5-8-512, Chirag Ali Lane, Plot No.226, Jubilee Hills,Abids, Hyderabad- 500 001 Hyderabad- 500 034

AUDIT COMMITTEE1. Mr. Vijay Kumar Annam Chairman2. Mr. Krishna Kishore Kuchipudi3. Mr. Bhanu Prakash Gali

NOMINATION & REMUNERATION COMMITTEE1. Mr. Vijay Kumar Annam Chairman2. Mr.Ravi Babu Thammareddy3. Mr. Bhanu Prakash Gali

STAKEHOLDERS RELATIONSHIP COMMITTEE1. Mr. Vijay Kumar Annam Chairman2. Mr. Krishna Kishore Kuchipudi3. Mr. Bhanu Prakash Gali

RISK MANAGEMENT COMMITTEE:1. Mr. Vijay Kumar Annam Chairman2. Mr. Krishna Kishore Kuchipudi3. Mr. Bhanu Prakash Gali

REGISTRAR & SHARE TRANSFERAGENTSCIL Securities Ltd214, R.R. Towers, C.A. LaneAbids, Hyderabad 500 001Vide SEBI Regn. No. INR 000002276

LISTED ATBombay Stock Exchange : JSTLDEMAT ISIN NUMBER IN NSDL & CDSL:Depositors ISIN : INE237B01018WEBSITE : www.jeevanscientific.comINVESTOR E-MAIL ID : [email protected]

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NOTICE

Notice is hereby given that the Seventeenth Annual General Meeting of the Shareholders ofM/s Jeevan Scientific Technology Limited will be held on 30th day of September, 2015at 9.00 a.m. at 3rd floor, North Block, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad 500001 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2015, theStatement of Profit & Loss and Cash Flow Statement for the year ended on that datetogether with the Notes attached thereto, along with the Reports of Auditors and Directorsthereon.

2. To appoint a director in place of Mr. Rajendra Prasad Muppavarapu (DIN: 06781058)who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a director in place of Mr. Bhanu Prakash Gali (DIN: 00375298) who retiresby rotation and being eligible, offers himself for re-appointment.

4. To appoint M/s. L N P & Co., Chartered Accountants, Hyderabad to hold office as StatutoryAuditors from the conclusion of this Annual General Meeting till the conclusion of thenext Annual General Meeting of the Company at remuneration as may be fixed by theBoard.

SPECIAL BUSINESS:5. TO CONSIDER THE REVISION OF REMUNERATION OF MR. RAJENDRA PRASAD

MUPPAVARAPU, (DIN NO.: 06781058) WHOLE TIME DIRECTOR:

To consider and if thought fit, to pass, with or without modification(s) the following resolutionas Ordinary Resolution:RESOLVED THAT based on the recommendations of the remuneration committee and Boardof Directors and pursuant to provisions of section 196,197,198 and 200 and other applicableprovisions, if any, of the Companies Act, 2013, Sri. Mr. Rajendra Prasad Muppavarpu WholeTime Director of the Company be paid the following remuneration as minimum remunerationfor the remaining period of his service with effect from 1st day of May 2015.

Particulars Per Month Per AnnumAmount(INR) Amount(INR)

Basic salary 1,03,333 12,39,996House rent allowance 41,333 4,95,996Medical Allowance 1,250 15,000Conveyance Allowance 1,600 19,200LTA 8,611 1,03,332Other Allowances 1,02,206 12,26,472Total 2,58,333 30,99,996


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FURTHER RESOLVED THAT pursuant to Schedule V and other applicable provisions, ifany, of the Act and subject to such approvals as may be necessary, the Company be and ishereby authorized to pay the minimum remuneration to Mr. Rajendra Prasad Muppavarapu,for that financial year, in which there is inadequacy or absence of profits, during the remainingperiod of his service with effect from 1st day of May 2015..

FURTHER RESOLVED THAT any one of the Directors of the Company be and are herebyauthorized to do all necessary acts, deeds and things, which may be usual, expedient orproper to give effect to the above resolution.

6. APPOINTMENT OF MR. RAGHAV BEERAM (DIN NO.: 07176417) AS DIRECTOR OFTHE COMPANY:

To consider and if thought fit, to pass, with or without modification(s) the following resolutionas an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 149 of the Companies Act, 2013 andthe Rules made there under and the Articles of Association of the Company, Mr. RaghavBeeram, (DIN: 07176417), who was appointed as an Additional Director of the Company bythe Board of Directors with effect from 07.05.2015 and who holds office until the date of theensuing AGM, in terms of Section 161 of the Companies Act, 2013, and in respect of whomthe Company has received a notice in writing from a member under Section 160 of theCompanies Act, 2013 signifying his intention to propose Mr. Raghav Beeram, as a candidatefor the office of a director of the Company, be and is hereby appointed as a director of theCompany liable to retire by rotation.

7. TO APPOINT MR. RAGHAV BEERAM (DIN NO.: 07176417) AS WHOLE TIMEDIRECTOR OF THE COMPANY AND TO FIX THE REMUNERATION:

To consider and if thought fit, to pass, with or without modification(s) the following resolutionas Ordinary Resolution:

RESOLVED THAT based on the recommendations of the remuneration committee and Boardof Directors and pursuant to provisions of section 196,197,198 and 200 and other applicableprovisions, if any, of the Companies Act, 2013, Mr. Raghav Beeram, be and is hereby appointedas Director of the Company and be paid the following remuneration as minimum remunerationfor a period of 3 years with effect from 7th day of May 2015.

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Particulars Per Month Per AnnumAmount(INR) Amount(INR)

Basic salary 1,03,333 12,39,996House rent allowance 41,333 4,95,996Medical Allowance 1,250 15,000Conveyance Allowance 1,600 19,200LTA 8,611 1,03,332Other Allowances 1,02,206 12,26,472Total 2,58,333 30,99,996

FURTHER RESOLVED THAT pursuant to Schedule V and other applicable provisions, if any,of the Act and subject to such approvals as may be necessary, the Company be and is herebyauthorized to pay the minimum remuneration to Mr. Raghav Beeram, for that financial year, inwhich there is inadequacy or absence of profits, during the period of three years from theeffective date of his appointment.

FURTHER RESOLVED THAT any one of the Directors of the Company be and are herebyauthorized to do all necessary acts, deeds and things, which may be usual, expedient orproper to give effect to the above resolution.

8. APPOINTMENT OF MR.SREERAMA KOTESWARA RAO SURAPANENI (DINNO.:00964290) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass, with or without modification(s) the following resolutionas an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of section 149, 152 of the Companies Act,2013 and rules made there under, Mr. Sreerama Koteswara Rao Surapaneni (DINNO.00964290), who was appointed Additional Director in the Board of the Company on10.08.2015 pursuant to the provision of Section 161 (1) of the Companies Act, 2013 (theAct) read with Articles of Association of the Company, and whose term of office expires at theensuing Annual General Meeting of the Company, and in respect of whom the company hasreceived a notice in writing from a member under section 160 of the Companies Act, 2013signifying his intention to propose Mr. Sreerama Koteswara Rao Surapaneni (DINNO.00964290) as a candidate for the office of a director of the company who meets thecriteria of Independence as provided under Section 149(6) of the Companies Act, 2013, beand is hereby appointed as Independent Director of the Company , not liable to retire byrotation, to hold office for a term of 3 (Three) consecutive years up to 31st March, 2018.

Place : HyderabadDate : 10.08.2015

For and on behalf of the BoardJeevan Scientific Technology Limited

Sd/-Gopi Krishna Kilaru

Managing DirectorDIN No. 02376561


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NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEEDNOT BE A MEMBER OF THE COMPANY. The instrument of Proxy in order to be effectiveshall be deposited at the Corporate Office of the Company by not less than 48 hoursbefore the commencement of the Meeting.Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can actas a proxy on behalf of not more than fifty (50) members and holding in aggregate notmore than 10% of the total share capital of the Company carrying voting rights. A memberholding more than 10% of the total share capital of the Company carrying voting rightsmay appoint a single person as proxy, who shall not act as a proxy for any other personor shareholder. The appointment of proxy shall be in the Form No. MGT.11 annexedherewith.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respectof the Special Business to be transacted at the Annual General Meeting as set out in theNotice is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closedfrom 28th day of September 2015 to 30th day of September 2015 (Both days inclusive).

4. Members holding shares in the electronic form are requested to inform any changes inaddress/bank mandate directly to their respective Depository Participants.

5. Members are requested to hand over the enclosed Attendance Slip, duly signed inaccordance with their specimen signature(s) registered with the Company for admissionto the meeting hall. Members who hold shares in dematerialised form are requested tobring their Client ID and DP ID Numbers for identification.

6. Corporate Members are requested to send to the Companys Registrar & Transfer Agent,a duly certified copy of the Board Resolution authorizing their representative to attendand vote at the Annual General Meeting.

7. In case of joint holders attending the Meeting, only such joint holders who are higher inthe order of names will be entitled to vote.

8. Members holding shares in electronic form may note that bank particulars registeredagainst their respective registered accounts will be used by the Company for the paymentof dividend. The Company or its Registrar and Share Transfer Agent cannot act on anyrequest received directly from the members holding shares in electronic form for anychange of bank particulars or bank mandates. Such changes are to be advised only tothe Depository Participant of the members.

10. The Securities and Exchange Board of India has mandated submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding sharesin demat form are, therefore, requested to submit PAN details to the DepositoryParticipants with whom they have demat accounts. Members holding shares in physicalform can submit their PAN details to the Company/ Registrar and Share Transfer Agents(M/s. CIL Securities Limited.)

11. As a measure of austerity, copies of the annual report will not be distributed at theAnnual General Meeting. Members are therefore, requested to bring their copies of the

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Annual Report to the Meeting.12. Members holding shares in the same name under different ledger folios are requested

to apply for Consolidation of such folios and send the relevant share certificates to M/s.CIL Securities Limited., Share Transfer Agents of the Company for their doing the needful.

13. Members are requested to send their queries at least 10 days before the date of meetingso that information can be made available at the meeting.

14. In respect of shares held in physical mode, all shareholders are requested to intimatechanges, if any, in their registered address immediately to the registrar and share transferagent of the company and correspond with them directly regarding share transfer/transmission / transposition, Demat / Remat, change of address, issue of duplicateshares certificates, ECS and nomination facility.

15. In terms of Section 72 of the Companies Act, 2013, a member of the company maynominate a person on whom the shares held by him/her shall vest in the event of his/herdeath. Members desirous of availing this facility may submit nomination in prescribedForm-SH-13 to the company/RTA in case shares are held in physical form, and to theirrespective depository participant, if held in electronic form.

16. Brief Resume of the Directors whose is liable to retire by rotation and recommendingfor appointment/reappointment as independent and whole time director(s):

i. Mr. Rajendra Prasad Muppavarapu - Executive Director: Mr. Prasad, has the visionof developing Jeevan as a fully functional CRO. Mr. Prasad is an excellent strategist,and a prudent decision maker with insightful and articulate vision. Mr. Prasad has beenan exemplary leader in establishing and maintaining long-term business relationships.Before joining with Jeevan, Mr. Prasad was associated with M/s. Veeda Clinical Researchas Chief Business Officer. He had been associated with M/s. Veeda Clinical Research,since its inception in 2004, in various leadership roles and had contributed immenselyin the growth of Veeda both in Technical and Business fronts. He has a diversifiedexperience and knowledge of various functional domains in the CRO industry includingclinical operations, BA/BE studies, data management and bioanalytical.Mr. Prasad has lead the team in research and development and has hands on experiencein developing and validating various bioanalytical methods. Mr. Prasad has a richexperience of more than 20 years in pharmaceutical and CRO industry and has workedin several leading names in the industry including GVK Bio, Aurobindo Pharma, CadilaPharma, Lambda Therapeutics, Sun Pharma and Vimta Labs. He is a well-known teambuilder in CRO industry. Mr. Prasad holds a Masters Degree in Pharmacy.

ii. Mr. Bhanu Prakash Gali - Director: Mr. Bhanu Prakash holds an MBA and MS fromUniversity of Bridgeport, USA and the Managing Director of M/s. Bhanu Prakash PowerProjects Pvt. Limited. He is also the founder and Managing Partner of M/s. Jai GaneshConstructions, an infrastructure development company with projects under executionin Irrigation and Public Health sectors. Mr. Bhanu Prakash brings a wealth of experiencein domestic and international strategic development, operations, marketing, sales,distribution and general management.

iii. Mr. Raghav Beeram - Executive Director: Mr. Raghav has over 18 years of experiencein consulting, operations and business development in Americas, Europe & India. He is


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a recognized leader and an advisor to senior executives on business transformationstrategies. He has previously worked for AppLabs, CSC and Cigniti. Mr. Raghav holdsa Bachelors degree in Electronics & Communications from Madras University and is acertified PMP, CQM, Six sigma black belt, ITIL and CISA. As Executive Director at JeevanScientif ic Technology Limited, is responsible for setting the vision, creating andimplementing strategy, and driving business growth. He also oversees global delivery,quality and productivity.

iv. Mr. Sreerama Koteswara Rao Surapaneni - Director: Mr. Koteswara Rao, a Memberof the Institute of Chartered Accountants of India and the Senior Partner of Brahmayya& Co., Chartered Accountants. Mr. Koteswara Rao was Regional Council Member ofSIRC of ICAI during 1985-1992 and was its Chairman during 1990-1992. Mr. KoteswaraRao was the President of Federation of Andhra Pradesh Chamber of Commerce &Industry, director of Andhra Pradesh State Financial Corporation and member of TirumalaTirupati Devasthanams Trust Board. Mr. Koteswara Rao is presently a Director inSanzyme Ltd., Kakatiya Textiles Ltd., Deccan Auto Ltd., Tera Software Limited and CoronaBus Manufactures Pvt. Ltd., and Treasurer in Vignana Jyothi - a non-profitableorganisation working in the field of education.

17. Electronic copy of the Annual Report for 2014-2015 is being sent to all the memberswhose email IDs are registered with the Company/Depository Participants(s) forcommunication purposes unless any member has requested for a hard copy of thesame. For members who have not registered their email address, physical copies ofthe Annual Report for 2014-2015 is being sent in the permitted mode.

18. Members may also note that the Notice of the 17th Annual General Meeting and theAnnual Report for 2014-2015 wil l also be available on the Companys websitewww.jeevanscientific.com for their download. The physical copies of the aforesaiddocuments will also be available at the Companys Registered Office for inspectionduring normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form,upon making a request for the same, by post free of cost. For any communication, theshareholders may also send requests to the Companys investor email id:[email protected]

19. Voting through electronic meansPursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules ofthe Act, the Company is pleased to provide the facility to Members to exercise their rightto vote by electronic means. The Members, whose names appear in the Register ofMembers / list of Beneficial Owners as on 23rdday of September 2015 i.e. the date priorto the commencement of book closure date are entitled to vote on the Resolutions setforth in this Notice. The remote e-voting period will commence at 9.00 a.m. on Sundaythe 27th day of September 2015 and will end at 5.00 p.m. on 29th day of September,2015. The facility for voting through electronic voting system (Insta Poll) shall be madeavailable at the meeting and the members attending the meeting who have not casttheir vote by remote e-voting shall be able to vote at the meeting through Insta Poll.The e-voting module shall be disabled by CDSL for voting thereafter. The Company hasappointed Mrs. P. Renuka, Practising Company Secretary, to act as the Scrutinizer, to

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scrutinize the Insta Poll and remote e-voting process in a fair and transparent manner.The Members desiring to vote through remote e-voting refer to the detailed proceduregiven hereinafter.(i) The shareholders should log on to the e-voting website www.evotingindia.com.(ii) Click on Shareholders.(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Numberregistered with the Company.

(iv) Next enter the Image Verification as displayed and Click on Login.(v) I f you are holding shares in demat form and had logged on to

www.evotingindia.com and voted on an earlier voting of any company, thenyour existing password is to be used.

(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of theirname and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicablenumber of 0s before the number after the first two characters of thename in CAPITAL letters. Eg. If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field.

Sequence number is available on the Address Sticker at the bottomside.

DOB Enter the Date of Birth as recorded in your demat account or in thecompany records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or inthe company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If thedetails are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field asmentioned in instruction (iv).

BankDetails

http://www.evotingindia.com.http://www.evotingindia.com


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(vii) After entering these details appropriately, click on SUBMIT tab.(viii) Members holding shares in physical form will then directly reach the Company

selection screen. However, members holding shares in demat form will nowreach Password Creation menu wherein they are required to mandatorily entertheir login password in the new password field. Kindly note that this passwordis to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your passwordconfidential.

(ix) For Members holding shares in physical form, the details can be used only fore-voting on the resolutions contained in this Notice.

(x) Click on the EVSN for the relevant on which you choose tovote.

(xi) On the voting page, you will see RESOLUTION DESCRIPTION and againstthe same the option YES/NO for voting. Select the option YES or NO asdesired. The option YES implies that you assent to the Resolution and optionNO implies that you dissent to the Resolution.

(xii) Click on the RESOLUTIONS FILE LINK if you wish to view the entireResolution details.

(xiii) After selecting the resolution you have decided to vote on, click on SUBMIT.A confirmation box will be displayed. If you wish to confirm your vote, click onOK, else to change your vote, click on CANCEL and accordingly modifyyour vote.

(xiv) Once you CONFIRM your vote on the resolution, you will not be allowed tomodify your vote.

(xv) You can also take out print of the voting done by you by clicking on Click hereto print option on the Voting page.

(xvi) If Demat account holder has forgotten the same password then Enter the UserID and the image verification code and click on Forgot Password & enter thedetails as prompted by the system.

(xvii) Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and registerthemselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to [email protected].

After receiving the login details a compliance user should be created usingthe admin login and password. The Compliance user would be able to linkthe account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] on approval of the accounts they would be able to cast their vote.

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A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian, if any, should be uploaded inPDF format in the system for the scrutinizer to verify the same.

(xviii) In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (FAQs) and e-voting manual available atwww.ev ot ing india.com, under help sect ion or wri te an emai l [email protected].

(xix) The results shall be declared on or after the AGM. The results along with theScrutinizers Report, shall also be placed on the website of the Company.Incompliance with provisions of Section 108 of the Companies Act, 2013 andRule 20 of the Companies (Management and Administration) Rules, 2014, theCompany is pleased to provide members facility to exercise their right to voteat the 17thAnnual General Meeting (AGM) by electronic means and the businessmay be transacted through e-Voting Services provided by M/s. CIL SecuritiesLimited

20. The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 23rd day ofSeptember 2015.

21. The Register of Directors and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act, 2013, the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct, 2013, will be available for inspection at the AGM.

22. Relevant documents referred to in the accompanying Notice, as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company, during the office hours, on all working days between 10.00 A.M. to5.00P.M. up to the date of Annual General Meeting.

23. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21and April 29, 2011 respectively), has undertaken a Green Initiative in CorporateGovernance and allowed companies to share documents with its shareholders throughan electronic mode. Members are requested to support this green initiative by registering/uploading their email addresses, in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companys Registrar and Share Transfer Agents.





mailto:[email protected].


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EXPLANATORY STATEMENT[Pursuant to Section 102 of the Companies Act, 2013]

Item No. 5:The Remuneration committee and Board of Directors at their meeting held on 29th day of May2015 have approved the revision of remuneration to Mr. Rajendra Prasad Muppavarapu (DINNO.: 06781058) as Whole Time Director of the Company for the remaining period of his servicewith effect from 1st day of May 2015 subject to the approval of members.

The other terms of remuneration and perquisites payable to Mr. Rajendra Prasad Muppavarapu(DIN NO.: 06781058)are set out under Item No. 5 of the Notice. This may be treated as anabstract of the terms of revision of remuneration of Mr. Rajendra Prasad Muppavarapu (DINNO.: 06781058), Whole Time Director under Section 190 of the Companies Act, 2013.

Pursuant to the provisions of Sections 196,197 and 198 read with Schedule V and all otherapplicable provisions of the Companies Act. 2013, the revision of remuneration to Mr. RajendraPrasad Muppavarapu (DIN NO.: 06781058), Whole Time Director is placed before the membersfor their approval by way of an Ordinary Resolution.

Your Directors recommend the special resolution for approval of the Members.

Mr. Rajendra Prasad Muppavarapu (DIN NO.: 06781058) is interested in this resolution. Noneof the other Directors is interested in this resolution.

Item No. 6:The members may note that Mr. Raghava Beeram (DIN 07176417) was inducted into Boardas Additional Director of the company, with effect from 07.05.2015 pursuant to the provisionsof Section 161(1) of the Companies Act, 2013 and holds the office as such up to the date ofensuing Annual General Meeting. The company has received notice in writing from memberof the company along with the requisite deposit under Section 160 of the Companies Act,2013 proposing the candidature of the above said persons for the Office of Director whoseperiod of office is determinable by retirement of Directors by rotation. As per the provisions ofsection 160 of the Act, any such proposal ought to be approved by the members in the GeneralMeeting.

Hence, the Board recommends the resolution for your approval.

None of the Directors or Key Managerial Personnel of the Company, their relatives except Mr.Raghava Beeram to the extent of his appointment, is concerned or interested, financially orotherwise, in this Resolution set out at item no. 6 for approval of the Members.

ITEM NO.7:

The Board of Directors at their meeting held on 07.05.2015 have, subject to the approval ofthe Shareholders, appointed Mr. Raghava Beeram (DIN 07176417) as Whole-time Directorof the Company with effect from 07.05.2015 for a period of 3 years on the remuneration,terms and conditions recommended by the nomination and remuneration committee as setout herein.

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The Board is of the opinion that his services should continue to be available to the Companyto achieve still greater heights. Taking into consideration the duties and responsibilities of theWhole-time Director, the remuneration committee at their meeting held on 29/05/2015 approvedthe remuneration, terms and conditions of the appointment of Mr. Raghava Beeram (DIN07176417), subject to approval of the shareholders on remuneration including minimumremuneration and on terms and conditions are set out under Item No. 6 of the Notice

Hence, the Board recommends the resolution for your approval.

Except Mr. Raghava Beeram (DIN 07176417) none of the Directors and Key ManagerialPersonnel of the Company and their relatives is concerned or interested, financial or otherwise,in the resolution set out at Item No. 6.

ITEM NO. 8:Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) retires at the ensuing AnnualGeneral Meeting in terms of his appointment.

Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) is an Independent Director ofthe Company.

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the ListingAgreement inter alia stipulating the conditions for the appointment of independent directorsby a listed company.

It is proposed to appoint Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) asan Independent Director under Section 149 of the Act and Clause 49 of the Listing Agreementto hold office for 3 (three) consecutive years for a term up to the conclusion of the 20th AnnualGeneral Meeting of the Company in the calendar year 2018.

Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) is not disqualified from beingappointed as Director in terms of Section 164 of the Act and has given his consent to act asDirector.

The Company has received notices in writing from members along with the deposit of requisiteamount under Section 160 of the Act proposing the candidature of Mr. Sreerama KoteswaraRao Surapaneni (DIN NO.00964290) for the office of Director of the Company.

The Company has also received declarations from Mr. Sreerama Koteswara Rao Surapaneni(DIN NO.00964290) that he meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.In the opinion of the Board, Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290)fulfill the conditions for appointment as Independent Director as specified in the Act and theListing Agreement. Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) isindependent of the management.Brief resume of Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) nature of hisexpertise in specific functional areas and names of companies in which he hold directorshipand memberships / chairmanship of Board Committees, shareholding and between directorsinter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges,are provided in the point no. 16 of explanatory statement and also in Corporate Governance


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Report forming part of the Annual Report.Copy of the draft letters for appointment of Mr. Sreerama Koteswara Rao Surapaneni (DINNO.00964290) as Independent Director setting out the terms and conditions are available forinspection by members at the Registered Office of the Company.This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreementwith the Stock Exchanges.Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) is interested in the resolutionset out respectively at Item No. 7, of the Notice with regard to his appointment.The relatives of Mr. Sreerama Koteswara Rao Surapaneni (DIN NO.00964290) may be deemedto be interested in the resolutions set out at Item No. 7 of the Notice, to the extent of hisshareholding interest, if any, in the Company.Save and except the above, none of the other Directors / Key Managerial Personnel of theCompany / their relatives are, in any way, concerned or interested, financially or otherwise, inthese resolutions.The Board commends the Ordinary Resolution set out at Item No. 7 of the Notice for approvalby the shareholders.





15


BOARDS REPORT

To the Members,The Directors have pleasure in presenting before you the Seventeenth Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March,2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:The performance during the period ended 31st March 2015 has been as under:

Review of operations:

During the year under review your company recorded a turnover of Rs. 1,354.32 Lakhs asagainst Rs. 647.09 Lakhs for the previous financial year. The turnover includes the ClinicalResearch services, Education Services, HR Staffing Services and Data Management Servicecharges.TheBusinessplanistoensureatleasttwofoldgrowthinbusinessinthecomingyear(s) with the stable business.

Share Capital:

The paid up share capital of the Company is Rs.6,04,16,000/- consisting of 60,41,600 equityshares of Rs. 10/- each.

DIVIDEND:

As the profits are inadequate, your Directors do not propose any dividend for the year underreview.

BOARD MEETINGS:The Board of Directors duly met 7 (seven) times on 01.04.2014, 29.05.2014, 21.07.2014,13.08.2014, 24.10.2014, 10.12.2014 and 12.02.2015 in respect of which meetings, proper

Particulars FY: 2014-2015 FY: 2013-2014

Total Income 1,354.32 647.09Total Expenditure 1,210.70 624.35Profit Before Tax 143.62 22.74Provision for Tax - -Profit after Tax 143.62 22.74Transfer to General Reserves 143.62 22.74Profit available for appropriation - -Provision for Proposed Dividend - -Provision for Corporate Tax - -Balance Carried to Balance Sheet 143.62 22.74

(INR In Lakhs)


16

notices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:During the year Mr. Raghav Beeram was appointed as Additional Director & Executive Directorw.e.f. 07.05.2015 to hold office upto the date of ensuing Annual General Meeting and Mr.Sreerama Koteswara Rao Surapaneni as Additional Director under independent category w.e.f.10.08.2015 to hold office upto the date of ensuing Annual General Meeting.

Mr. Vijay Vardhan Tatipaka has resigned as Director w.e.f. 10.08.2015 and Ms. Kamala KumariTamada has resigned as Company secretary w.e.f. 01.08.2015 due to their pre-occupations.The Board placed on record its sincere appreciation for the valuable services rendered bythem during their tenure.

Details of re-appointment /appointment of the director:

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirmthat:(a) In the preparation of the annual accounts, the applicable accounting standards had

been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

Name of the Director Mr. Rajendra Mr. Bhanu Mr. Raghav Mr. SreeramaPrasad Prakash Gali Beeram Koteswara RaoMuppavarapu Surapaneni

Date of Bir th 05-07-1973 20-06-1976 17-03-1975 25-03-1943

Date of Appointment 31-03-2014 31-01-2009 07-05-2015 10-08-2015

Qualifications - - - -

No. of Shares held in the Company - - - -

Directorships held in other - - - 2companies (excluding privatelimited and foreign companies)

Positions held in mandatory Nil Nil Nil Nilcommittees of other companies

17


(e) The Directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees toreport genuine concerns pursuant to the provisions of section 177(9) & (10) of the CompaniesAct, 2013. The same has been placed on the website of the Company.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance withregard to the affairs of the Company in all respects.

UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends,which remain unpaid or unclaimed for a period of seven years from the declaration to thecredit of the Investor education and Protection Fund established by the Central Government.The Company has not declared any dividend since its inception and hence the transfer of anyunpaid /unclaimed dividend to the credit of the Investor education and Protection Fund doesnot arise.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES / JOINT VENTURES:

The company is not having any subsidiaries / associates / joint ventures.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014,an extract of annual return in MGT9 as at 31st March 2015 forms part of this Annual Report as Annexure A.

AUDITORS:STATUTORY AUDITORS:

M/s. L N P & Co, Chartered Accountants, Statutory Auditors of the company retires at theensuing annual general meeting and is eligible for reappointment. As required under theprovisions of Section 139 of the Companies Act, 2013, the Company has received a writtenconsent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rulesframed there under and that they have satisfied the criteria provided in Section 141 of theCompanies Act, 2013.

The Board recommends the re-appointment of M/s. L N P & Co, as the statutory auditors ofthe Company from the conclusion of this Annual General meeting till the conclusion of thenext Annual General Meeting.


18

INTERNAL AUDITORS:

M/s. K P & Associates, Chartered Accountants, Hyderabad are the internal Auditors of theCompany.

SECRETARIAL AUDITORS:Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013,Secretarial audit report as provided by M/s. S.S. Reddy & Associates., Practicing CompanySecretaries is annexed to this Report as Annexure C.

QUALIFICATIONS IN AUDIT REPORTS:Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:The required information as per Sec.134(3)(m) of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:Your Companys operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.

B. Technology Absorption:i. Research and Development (R&D): Your company has started a Bioanalytical

Lab in the new premises. Bioanalytical research laboratory is designed with stateof the art facility equipped with advanced analytical instrumentation having 2processing labs and 4 LC-MS/MS labs, which can accommodate up to 12 LC-MS/MS. Jeevan Scientific offers a unique combination of highly trained workforceenabled with well-equipped bioanalytical research and development (R&D)laboratory.

ii. Technology absorption, adoption and innovation: There was considerabletechnology absorption,adoption and innovation with the addition of the aboveequipment in the new facility the results of which can be seen in the years tocome.

C. Foreign Exchange Earnings and Out Go:The foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflow: Please refer to note no.1 ofnotes to financial statements.

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 ofthe Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, duringthe financial year under review.

19


DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations,commensurate with its size and operations. The organization is adequately staffed with qualifiedand experienced personnel for implementing and monitoring the internal control environment.The internal audit function is adequately resourced commensurate with the operations of theCompany and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the yearunder review.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, forthe business of the Company, from The Karur Vysya Bank Ltd. Personal Guarantees wasgiven by Mr. Krishna Kishore Kuchipudi, Executive Vice Chairman without any considerationfor obtaining Bank Guarantees.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have net worth of Rs. 500 Crore or more, or turnover of Rs.1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicableand hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS:All contracts/arrangements/transactions entered into by the Company during the financial yearwith related parties were in the ordinary course of business and on arms length basis. Duringthe year, the Company had not entered into any contract/arrangement/transaction with relatedparties which could be considered material in accordance with the policy of the company onmateriality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactionsas approved by the Board may be accessed on the Companys website at http://www.jeevanscientific.com.

Your Directors draw attention of the members to Note 22 to the financial statement which setsout related party disclosures.

http://http://www.jeevanscientific.com.


20

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV andrules made thereunder, the independent directors of the company had a meeting on 10th dayof August 2015 without attendance of non-independent directors and members of management.In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account theviews of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. Thecompany has 5 (Five) non-independent directors namely: i.) Mr Gopi Krishna Kilaru ManagingDirector Cum CFO, ii.) Mr Krishna Kishore Kuchipudi Executive Vice Chairman, iii) Mr.Rajendra Prasad Muppavarapu- Whole time director, iv. Mr Raghav Beeram- Whole timedirector and Mrs. Vanaja Kuchipudi Non Executive Director The meeting recognized thesignificant contribution made by non-independent directors in the shaping up of the companyand putting the company on accelerated growth path. They devoted more time and attentionto bring up the company to the present level.

The meeting also reviewed and evaluated the performance of the Board as whole in terms ofthe following aspects:

Preparedness for Board/Committee meetings

Attendance at the Board/Committee meetings

Guidance on corporate strategy, risk policy, corporate performance and overseeingacquisitions and disinvestments.

Monitoring the effectiveness of the companys governance practices

Ensuring a transparent board nomination process with the diversity of experience,knowledge, perspective in the Board.

Ensuring the integrity of the companys accounting and financial reporting systems,including the independent audit, and that appropriate systems of control are inplace, in particular, systems for financial and operational control and compliancewith the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper noticeand circulation of the agenda of the meeting with the relevant notes thereon.

DISCLOSURE ABOUT COST AUDIT:Cost Audit is not applicable to your Company.

21


RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 12,00,000/- isbeing paid to Mr. Gopi Krishna Kilaru, Managing Director of the Company and a remunerationof Rs. 12,00,000/- is being paid to Mr. Krishna Kishore Kuchipudi, Whole Time Director and aremuneration of Rs. 12,00,000/- is being paid to Mr. Rajendra Prasad Muppavarapu, WholeTime Director of the Company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBombay Stock Exchange where the Companys Shares are listed.

REPORT ON CORPORATE GOVERNANCE:

A detailed report on corporate governance prepared in substantial compliance with theprovisions of the listing agreement with stock exchange together with the auditors certificateregarding the compliance of conditions of corporate governance forms part of the annualreport.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis report for the year under review has stipulated underclause 49 of the listing agreement with the stock exchange in India is presented in a separatesection forming part of the annual report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWSGOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosuresis not required.

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:Your Directors are pleased to record their sincere appreciation of the contribution by the staffat all levels in the improved performance of the Company.


22

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- andabove in aggregate per annum, the limits prescribed under Section 134 of the Companies Act,2013

General: There is no change in the nature of the business of the company. There are nocompanies which have become or ceased to be its subsidiaries, joint ventures or associatecompanies during the year.

There are no significant material orders passed by the regulators/courts which would impactthe going concern status of the Company and its future operations.

Your directors further state that during the year under review, there were no cases filed pursuantto the sexual harassment of women at work place.(Prevention, prohibition and Redressal act,2013)

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by theemployees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banksand other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX,NSDL, CDSL, The Karur Vysya Bank, Oriental Bank of Commerce, Andhra Bank and StateBank of India etc. for their continued support for the growth of the Company.





23


DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIORMANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, Gopi Krishna Kilaru, Managing Director of the Company do hereby declare that the directorsand senior management of the Company have exercised their authority and powers anddischarged their duties and functions in accordance with the requirements of the code ofconduct as prescribed by the company and have adhered to the provisions of the same.






24

MANAGEMENT DISCUSSIONS & ANALYSIS:

This report contains financial review, opportunities, challenge, outlook etc.

i) FINANCIAL REVIEW:

Income earned to the extent of Rs. 1,354.32 lakhs as against 647.09 lakhs of previousyear.

ii) PERFORMANCE:

During the year under review your company recorded a turnover of Rs. 1,354.32 Lakhsas against Rs. 647.09 Lakhs for the previous financial year. The turnover includes theClinical Research services, Education Services, HR Staffing Services and DataManagement Service charges. The Business plan is to ensure at least two fold growthin business in the coming year(s) with the stable business.

Your company has moved into a new independent premise in December 2014, with a 10year lease term, near Manikonda, spanning over 22,000 square feet.

During the Financial Year under report, Clinical Research Services division hasexpanded into offering the complete portfolio of services as explained below:

Jeevan has the advantage of fully integrated scientific expertise team in Clinical researchfunctions. Jeevan offers a varied range of clinical research services across Phase I toPhase IV services to pharmaceutical and biotechnology industries. The technical teamat Jeevan has immense experience in handling various projects in diverse therapeuticareas for different regulatory authorities. The leadership team at Jeevan has over 125years of cumulative experience in this arena, which comprises successful execution ofmore than 1500 clinical research projects for several pharma clients across the globe.

a) Bioanalytical ResearchYour company has started a Bioanalytical Lab in the new premises. Bioanalytical researchlaboratory is designed with state of the art facility equipped with advanced analyticalinstrumentation having 2 processing labs and 4 LC-MS/MS labs, which can accommodateup to 12 LC-MS/MS.Jeevan Scientific offers a unique combination of highly trainedworkforce enabled with well-equipped bioanalytical research and development (R&D)laboratory.

b) Clinical Operations

Jeevans Clinical operation team has a vast experience in executing clinical projects ofdifferent therapeutic areas across the globe. Jeevan has rich pool of clinical investigatorsexperienced in handling various phases of clinical projects including Pharmacokineticand Pharmacodynamic studies in wide range of therapeutic areas.

c) Clinical Project Management

The Project management team is responsible for overseeing the technical andadministrative aspects of the study. The team is committed to ensure timely update ofproject status, and meeting the client requirements in agreed timelines.

25


d) Quality Assurance Services

The QA team is focussed on continual improvement of Quality Management Systemand reports directly to management. QA auditors are armed with knowledge on national,international regulations and guidelines. The QA team audits quality systems and studies,carried out by Jeevan, in accordance with set procedures and applicable regulatoryguidelines, to ensure fulfilment of quality requirements.

e) Scientific and Medical Writing Services

Jeevans Scientific and Medical Writing Services are structured with a team of competentwriters, with diverse portfolios. The team is currently supporting major pharma clientsacross the globe, to achieve their objectives in scientific communications and providingassistance in varied writing services including Commercialization writing, Regulatory &technical documents along with other client customized documentations. Already yourcompany is working with the following clients from the past 3 years:

i. Novo Nordisk, India

ii. Novo Nordisk, UAE

iii. Novo Nordisk, Iran

iv. Pfizer, India

v. Bayer Healthcare, India

vi. Dr. Reddys Laboratories, India

vii. Sanofi Aventis, India

viii. Novartis, India

ix. Sava Health Care, India

x. Apollo Hospitals, Hyderabad

xi. Individual Doctors

f) Clinical Data Management and Statistical Analysis Services

The Data Management team has hands on experience in handling clinical data, and theteam ensures efficient and reliable management of the data in compliance with industrystandards and regulatory requirements. Your company offers ful l clinical datamanagement services for all types of studies from routine phase I trials through to largeand complex phase III trials, as well as non-interventional studies.

g) Pharmacovigilance Services:

Jeevan scientific offers a wide range of comprehensive pharmacovigilance and safetymonitoring services. Jeevans aim at a rapid pace growth, and retains an experiencedvigilance team, thus being able to provide a wide range Pharmacovigilance services fordifferent regulatory bodies.


26

h) Regulatory Affairs:

Jeevan provide expert services for the management of concerns with regulatoryauthorities and fulfill client expectations in a realistic and transparent manner.

Other Services:

During the Financial Year under report, the Annamalai University has been taken over by theGovernment of Tamilnadu, due to which several administrative changes has happened in therespective university and your company is contemplating to reduce the focus on this businessand keep more focus on the Clinical Research and Information Technology Services.

During the Financial Year under report your company has decided to discontinue these servicesgoing forward to keep more focus on the Clinical Research and Information TechnologyServices.

A. OPPORTUNITIES:Your Company could visualize increasing opportunities in exploring new avenues inEducation Sector, Staffing Services both in Domestic and International and ClinicalResearch Services. The marketing efforts of the company received an encouragingresponse.

B. CHALLENGES:Your Company faces normal market competition in all its business from domestic andoverseas companies. Our business strategies and global competitive cost position haveenabled us to retain the market position and maintain operating margin and enhancelong term, even under difficult operating conditions for the I.T industry, Pharmaceuticaland Education Sectors also we intend to diversify and explore other areas to achievehigher revenues. We endeavor to enhance its competitive advantage through a processof continuous improvements and by implementing appropriate business strategies.

C. OUTLOOK:The outlook for margins in current scenario will depend upon global demand and supplytrends in the pharmaceutical / education industry. We intend to extend our educationalprograms and explore the new avenues and opportunities by entering in to tie-uparrangements with more national and International Universities. In the Clinical researchservices area we plan to extendour services to a variety of pharmaceutical industriesaround the world covering all the therapeutic areas.

D. ADEQUACY OF INTERNAL CONTROL:

Your company has internal auditors to ensure that internal control systems are in placeand all assets are safeguarded and protected against loss. An extensive program ofInternal Auditand reviewssupplement the internal control systems by management &documented policy guidelines and procedures. The internal control systems are designedto ensure that the financial records are available for preparing financial statements andother data and maintaining accountability of assets.

27


E. QUALITY:

Our Motto is to ensure total Customer Satisfaction. Proactive efforts are directed towardsdetermining customers requirements and achieving all round customer satisfaction.This is primarily achieved through automated systems, high attention to complaintresolution online communication and information exchange, quality circles and adoptionof programs.

F. HUMAN RESOURCES DEVELOPMENT (HRD):

Yours is a young Company, with human resources of an average age of 30 years for itsemployees as on March 31, 2015. Right from the beginning the Company got goodHRD policies for retaining manpower.

G. LEARNING & TRAINING:

Training programs have been devised to develop cross-functional skills.


28

REPORT ON CORPORATE GOVERNANCE:

In terms of Clause 49 of the listing agreement, compliance with the requirement of CorporateGovernance is set out below.

Companys philosophy on Corporate Governance:

The Company is in full compliance with the requirements under clause 49 of the listingagreement with the Stock Exchanges.

Board of Directors:

The Board of Directors duly met 7 (seven) times on 01.04.2014, 29.05.2014, 21.07.2014,13.08.2014, 24.10.2014, 10.12.2014 and 12.02.2015 in respect of which meetings, propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

The Composition of the Board, attendance at board meetings (BM) held during the financialyear under review and at the last Annual General Meeting (AGM), number of Directorshipsand memberships / chairmanships in public companies (including the Company) are givenbelow:

1 Mr. Vijay Kumar Annam, Non-ExecutiveChairman Independent Director 7 Yes - - -

2 Mr. Krishna Kishore Executive 7 Yes - - -Kuchipudi, PromoterExecutive Vice Chairman

3 Mr. Gopi Krishna Kilaru, Executive 7 Yes - - -Managing Director Promoter

4 Ms. Vanaja Kuchipudi Executive Promoter 7 Yes - - -

5 Mr. Ravi Babu Non-Executive 2 Yes - - -Thammareddy Independent Director

6 Mr. Bhanu Prakash Gali Non-Executive 5 Yes - - -Independent Director

7 Mr. Vijay Vardhan Non-Executive 2 Yes - - -Tatipaka Independent Director

8 Mr. Rajendra Prasad Executive 5 Yes - - -Muppavarapu Non Promoter

S.No

Name of theDirector

CategoryAttendance

at BoardMeeting

Whetherattended

AGM Heldon 29-09-

2014

No. ofDirectorships in

OtherPublic

Companies

No. ofotherBoard

Committeesin whichhe is a

Member

No. ofOtherBoard

Committeesin whichhe is a

Chairman

29


Alternate Directorships, Directorships in Private Bodies and Membership in governing councils,chambers and other bodies were not considered.

As seen from the above, the Non-Executive Directors constitute more than half of the totalnumber of Directors. The Company has a Non-Executive Chairman and one third of the totalstrength of the Board comprises of Independent Directors. Managing Director is overseeingthe day-to-day operations of the Company.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, there is no change in constitution of the Board. On 7th May 2015 Mr. RagahavBeeram was appointed as Additional and later as executive director by Board on 29th May,2015 subject to the approval of the members at the ensuing Annual General Meeting. On 10thday of August 2015 Mr. Sreerama Koteswara Rao Surapaneni was appointed as AdditionalDirector. Now the Board proposes to appoint him as Independent Director.

The Board of Directors of the Company has decided to adopt the provisions with respect toappointment and tenure of Independent Directors which is consistent with the Companies Act,2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed toappoint existing additional director in the independent category, as Independent Director onthe Board of the Company for a term up to three consecutive years. A brief profile of proposedIndependent Director, including nature of his expertise, is provided in this Annual Report.

Notice has been received from a Member proposing candidature of the Director namelyMr. Sreerama Koteswara Rao Surapaneni for the office of Independent Director of the Company.In the opinion of the Board, he fulfils the conditions specified in the Companies Act, 2013 andthe Rules made there under for appointment as Independent Director of the Company.

Mr. Gopi Krishna Kilaru was appointed as Chief Financial Officer (CFO) of the company witheffect from 13th day of August 2014.

Mr. Raghav Beeram was appointed as a Whole-time director with effect from 07th day of May2015.

Details of re-appointment /appointment of the director:

Name of the Mr. Rajendra Mr. Raghav Mr. Sreerama Mr. GopiDirector Prasad Beeram Koteswara Rao Krishna

Muppavarapu Surapaneni Kilaru

Date of Bir th 05-07-1973 17-03-1975 25-03-1943 16-05-1975

Date of Appointment 31-03-2014 07-05-2015 10-08-2015 05-01-2011

Qualifications - - - -


30

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSINDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committeefor identifying persons who are qualified to become Directors and to determine theindependence of Directors, in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 Director means a director appointed to the Board of a Company.2.2 Nomination and Remuneration Committee means the committee constituted

in accordance with the provisions of Section 178 of the Companies Act, 2013 andclause 49 of the Equity Listing Agreement.

2.3 Independent Director means a director referred to in sub-section (6) of Section149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity ListingAgreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review onannual basis, appropriate skills, knowledge and experience required of the Boardas a whole and its individual members. The objective is to have a board withdiverse background and experience that are relevant for the Companys operations.

3.1.2 In evaluating the suitability of individual Board member the HRNR Committeemay take into account factors, such as:

General understanding of the companys business dynamics, global businessand social perspective;

Educational and professional background

Standing in the profession;

No. of Shares held - - - 2,70,000in the Company

Directorships held in - - 2 -other companies(excluding private limitedand foreign companies)

Positions held in mandatory Nil Nil Nil Nilcommittees ofother companies

31


Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

shall possess a Director Identification Number;

shall not b disqualified under the companies Act, 2013;

shall Endeavour to attend all Board Meeting and Wherever he is appointed asa Committee Member, the Committee Meeting;

shall abide by the code of Conduct established by the company for Directorsand senior Management personnel;

shall disclose his concern or interest in any company or companies or bodiescorporate, firms, or other association of individuals including his shareholdingat the first meeting of the Board in every financial year and thereafter wheneverthere is a change in the disclosures already made;

Such other requirements as amy be prescribed, from time to time, under thecompanies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the companysbusiness.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess thesame annually. The Board shall re-assess determinations of independence whenany new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managingdirector or a whole-time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary orassociate company;

(ii) Who is not related to promoters or directors th rhe company its holding,subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiaryor associate company, or their promoters, or director, during the two immediatelypreceding financial year or during the current financial year;


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d. None of whose relative has or had pecuniary relationship or transaction with thecompany, its holding, subsidiary or associate company, or their promoters, ordirectors, amounting to two per cent or more of its gross turnover or total incomeor fifty lakh rupees or such higher amount as may be prescribed, whichever islower, during the two immediately preceding financial year or during the currentfinance year;

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or hasbeen employee of the or associate company in any of the three financeyears immediately preceding the finance year in which he is proposed to beappointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the threefinance year immediately preceding the finance year in which he is proposedto be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with thecompany, its holding subsidiary or associate company amounting to tenper cent or more of the gross turnover of more of the gross turnover ofsuch firm;

(iii) holds together with his relatives two per cent or more of the total votingpower of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profitorganization that receives twenty-five per cent or more of its receipt fromthe company any of its promoters, directors or its holding subsidiary orassociate company or that holds two per cent or more of the total votingpower of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee ofthe company.

f. Shall possess appropriate skills experience and knowledge in one or morefield of finance , law management, sales, marketing administration, research,corporate governance, technical operations, corporate social responsibilityor this disciplines related to the companys business.

g. Shall possess such other qualifications as may be prescribed from time totime, under the companies Act, 2013.

h. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the code for independent Directors asspecified in Schedule IV to the companies A ct, 2013.

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3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise andexperience to contribute to effective Board performance Accordingly, membersshould voluntarily limit their directorships in other listed public limited companiesin such a way that it does not interfere with their role as director of the company.The HRNR Committee shall take into account the nature of, and the time involvedin a director service on other Boards, in evaluating the suitability of the individualDirector and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an an independent Directorin more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholdersrelationship committee of all public limited companies, whether listed or not, shall be includedand all other companies including private limited companies, foreign companies and companiesunder section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:1.1 This policy sets out the guiding principles for the Nomination and Remuneration

committee for recommending to the Board the remuneration of the directors, keymanagerial personnel and other employees of the company.

2. Terms and Reference:In this policy the following terms shall have the following meanings:

2.1 Director means directors appointed to the Board of the company.

2.2 key managerial personnel means(i) The Chief Executive Office or the Managing Director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 Nomination and Remuneration committee means the committee constituted by Boardin accordance with the provisions of section 178 of the companies Act, 2013 and clause49 of the Equity Listing Agreement.


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3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Human Resources, Nomination andRemuneration (HRNR) committee shall review and approve the remunerationpayable to the Executive Director of the company within the overall approved bythe shareholders.

3.1.2 The Board on the recommendation of the HRNR committee shall also review andapprove the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee ) shall be reviewed bythe HRNR committee and Annual performance Bonus will be approved by thecommittee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non Executive Directors3.2.1 The Board, on the recommendation of the HRNR Committee, shall review and

approve the remuneration payable to the Non Executive Directors of theCompany within the overall limits approved by the shareholders.

3.2.2 Non Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof. The Non- Executive Directors shallalso be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience, competencies as well as their roles and responsibilities in theorganization. Individual remuneration shall be determined within the appropriategrade and shall be based on various factors such as job profile skill sets, seniority,experience and prevailing remuneration levels for equivalent jobs.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Vijaya Kumar Annam, Mr. Ravi BabuThammareddy, Mr. Bhanu Prakash Gali and Mr. Sreerama Koteswara Rao SurapaneniIndependent directors of the company to the effect that they are meeting the criteria ofindependence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

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COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Clause49 of the Listing Agreements with the Stock Exchanges read with Section 177 of theCompanies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

Overview of the Companys financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

Recommending the appointment and removal of external auditors, fixation of auditfee and also approval for payment for any other services.

Discussion with external auditors before the audit commences, of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.

Reviewing with management the annual financial statements before submissionto the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerningfinancial statements and

7. Any related party transactions

Reviewing the companys financial and risk managements policies. Disclosure of contingent liabilities. Reviewing with management, external and internal auditors, the adequacy

of internal control systems. Reviewing the adequacy of internal audit function, including the audit

character, the structure of the internal audit department, approval of theaudit plan and its execution, staffing and seniority of the official heading thedepartment, reporting structure, coverage and frequency of internal audit.

Discussion with internal auditors of any significant findings and follow-upthereon.

Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure ofinternal control systems of a material nature and reporting the matter to theBoard.


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Looking into the reasons for substantial defaults in payments to thedepositors, debenture holders, shareholders (in case of non-payment ofdeclared dividends) and creditors.

Reviewing compliances as regards the Companys Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 29.09.2014 andChairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the ListingAgreement relating to the composition of the Audit Committee. During the financial year2014-2015, (4) four meetings of the Audit Committee were held on the 29.05.2014,13.08.2014, 24.10.2014 and 12.02.2015

The details of the composition of the Committee and attendance of the members at the meetingsare given below:

Name Designation Category No. of No. of MeetingsMeetings held attended

Mr. Vijay Kumar Annamn Chairman NED(I) 4 4

Mr. Krishna Kishore Member ED 4 4Kuchipudi

Mr. Bhanu Prakash Gali Member NED(I) 4 4

NED (I) : Non Executive Independent DirectorED : Executive Director

V. NOMINATION & REMUNERATION COMMITTEEThe details of composition of the Committee are given below:

Name Designation Category No. of No. of MeetingsMeetings held attended

Mr. Vijay Kumar Annamn Chairman NED(I) 1 1

Mr. Ravi Babu Thammareddy Member NED(I) 1 1

Mr. Bhanu Prakash Gali Member NED(I) 1 1

NED (I): Non Executive Independent Director

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Name Designation Category

Mr. Vijay Kumar Annamn Chairperson NED(I)

Mr. Krishna Kishore Kuchipudi Member ED

Mr. Bhanu Prakash Gali Member NED(I)

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remunerationof the Managing Director/Whole Time Director of the Company and while approving:

To take into account the financial position of the Company, trend in the industry,appointees qualification, experience, past performance, past remuneration etc.

To bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance,recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience ofthe Directors, responsibilities shouldered, individual performance etc.

The details of remuneration paid to the Executive and Non Executive Directors for the financialyear 2014-2015 are given below:

Mr. K. Krishna Kishore (Whole time director) has drawn a remuneration of Rs. 12,00,000 /- forthe year ended 31.03.2015 , Mr. M. Rajendra Prasad, (Executive Director) has drawn aremuneration of Rs. 12,00,000 /- for the year ended 31.03.2015 and Mr. K. Gopi Krishna(Managing Director) has drawn a remuneration of Rs 12,00,000/- for the year ended 31.03.2015.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

NED (I) : Non Executive Independent DirectorED : Executive Director

B) Powers:The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transfer of shares,Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declareddividend and other allied complaints.


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To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

Consolidate and sub-division of share certificates etc.

To redress, approve and dispose off any, other complaints, transactions andrequests etc., received from any shareholder of the company and investor ingeneral.

The Board has delegated the power to process the transfer and transmission ofshares to the Registrar and Share Transfer Agents, who process share transferswithin a week of lodgement in the case of shares held in physical form.

The Company has designated an exclusiv e e-mai l ID cal [email protected]

VII. RISK MANAGEMENT COMMITTEEA) Composition:

The Details of composition of the Committee are given below:

NED (I) : Non Executive Independent Director

ED : Executive DirectorRole and Responsibilities of the Committee includes the following:

Framing of Risk Management Plan and Policy

Overseeing implementation of Risk Management Plan and Policy

Monitoring of Risk Management Plan and Policy

Validating the process of risk management

Validating the procedure for Risk minimisation.

Periodically reviewing and evaluating the Risk Management Policy andpractices with respect to risk assessment and risk management processes.

Continually obtaining reasonable assurance from management that al knownand emerging risks have been identified and mitigated or managed.

Name Designation Category

Mr. Vijay Kumar Annamn Chairperson NED(I)

Mr. Krishna Kishore Kuchipudi Member ED

Mr. Bhanu Prakash Gali Member NED(I)

mailto:[email protected]

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Annual General Body Meetings:

Location and time of last three Annual General Meetings are as under:

Year Location Date Time Spl resolutions.

2014 III Floor, R.R. Towers 29.09.2014 09.30 A.M Yes



During the year under review no resolutions are put to vote by postal ballot.

Other disclosures:

During the year under review, besides the transactions reported elsewhere in the Annual Report,there were no other related party transactions with its promoter, directors, management andsubsidiaries that had a potential conflict with the interest of the Company at large.

The Company has complied with various rules and regulations prescribed by Stock Exchanges,SEBI or any other statutory authority relating to the capital markets during the last three years.No penalties have been imposed.

All mandatory requirements are scrupulously complied with and non-mandatoryrequirements are partially adopted.

Accounting Standards and Treatment:The Accounting Treatment, as prescribed in the Accounting Standards has been followed inthe preparation of financial statements.

Means of Communication:The Quarterly, Half-Yearly and Annual Accounts are normally published by the Company inthe newspapers in English version circulating in the whole of India in Business Standard andin Newspapers in the language of Region in Andhra Prabha. Official news items are sent tothe Bangalore Stock Exchange, where shares of the Company are listed.

Share Holders Information:Annual General Meeting:

Day, Date & Time : Monday, September 30, 2014 & 9.00 A.M

Venue : III Floor, R.R. Towers, C.A. Lane, Abids, Hyderabad 500001.

Financial Calendar:Un-Audited results for Quarter ending Jun 30 2014: 13.08.2014

Un-Audited results for Quarter ending Sep 30 2014: 24.10.2014

Un-Audited results for Quarter ending Dec 31 2014: 12.02.2015

Audited results for Quarter & Year ending Mar 31 2015: 29.05.2015


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Book closure Dates : 28.09.2015 to 30.09.2015(Both days inclusive)

Listing of Equity Shares : Bombay Stock Exchange (BSE)

Market Data:

Trading of shares of the Company has not taken place during the year under review in theabove stock exchange.

Disclosure:

a) Materially significant related party transactions of the Company of material nature withits promoters, the directors or the Management their subsidiaries or relatives if that mayhave potential conflict with the interests of the Company at large:

The transactions with the related parties were mentioned in Notes on Accounts asaccounting standard 18 (item No.22

jeevan scientific technology limited · gopi krishna kilaru managing director ... m/s jeevan...

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